To Trademark License And Technical Assistance Agreement - IC ISAACS INC - 3-31-2005 - DOC

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					Exhibit 10.123

                                             AMENDMENT NO. 7

           TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT

This Amendment no. 7, dated December 16, 2004, is to the Trademark License and Technical Assistance
Agreement dated the 1st day of November 1997 (the "Agreement"), by and between Latitude Licensing Corp.
("Licensor") and I.C. Isaacs & Company L.P. ("Licensee" who together with Licensor, are hereinafter referred to
as the "Parties"). Capitalized terms used herein have the meaning ascribed to them in the Agreement unless
otherwise indicated.

WHEREAS, pursuant to conversations that Licensee's management had with Licensor's management regarding
the deferral of a portion of the Minimum Royalties payable under the Agreement in Calendar Year 2004 (the
"2004 Minimum Royalties") in order to enable the Licensee to finance the lease and build-out of Licensee's new
office and showroom in New York City, Licensee, commencing in March, 2004, has paid monthly Minimum
Royalties to Licensor which, if continued through the end of 2004, would amount in the aggregate, to
$2,250,000, and not $3,000,000, as required by the Agreement: and

WHEREAS, the Parties desire to make provision for Licensee's payment of the unpaid portion of those Minimum
Royalties, and to amend the Agreement to the extent set forth herein,

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree to amend the Agreement as follows:

1. Section 5 - Royalties

Section 5.5 of the Agreement is hereby amended by adding the following to the end thereof:

"Anything elsewhere contained in this Section 5.5 to the contrary notwithstanding:

(a) the 2004 Minimum Royalties shall be paid, as follows:

(i) the sum of $2,250,000 shall be paid in ten installments, each in the amount of $225,000, on the first day of
each month commencing in March 2004 and continuing to and including December 2004; and

(ii) subject to the provisions of Section 5.5(c) hereof, the sum of $750,000 shall be paid in equal installments on
the first day of each month during the 18 month period commencing in July 2005;

(b) subject to the provisions of Section 5.5(c) hereof, the aggregate amount of the actual Royalties in excess of
the 2004 Minimum Royalties shall be paid in equal installments on the first day of each month during the 18 month
period commencing in July 2005; and

(c) if, at any time prior to the date when Licensee's obligations under Sections 5.5(a)(ii) and (b) hereof shall be
paid in full, the Licensee shall be entitled, pursuant to the provisions of the agreement that shall be in effect
between Licensee and the provider of its revolving credit facility during calendar years 2005 and 2006, to pay
any Quarterly Payment Amount (as such term is defined in the amended and restated subordinated secured
promissory note dated May 21, 2002 made by Licensee and delivered to Textile Investment International S.A.
(the "Note")):

(i) Licensee, in lieu of paying such Quarterly Payment Amount under the Note, shall pay to Licensor all of such
amount, or any portion of such amount that shall not be paid to Licensor pursuant to Amendment no. 9 of even
date herewith to the Trademark License and Technical Assistance Agreement for Women's Collections dated
March 4, 1998 between Licensor and Licensee;
(ii) each such amount so paid shall be credited against and reduce the aggregate unpaid amount of Licensee's
obligations under Sections 5.5(a)(ii) and (b) hereof; and

(iii) any amount paid or payable by Licensee pursuant to the provisions of this Section 5.5 (c) shall be in addition
to, and not in substitution of, Licensee's obligations pursuant to Sections 5.5(a)(ii) and
(b) hereof."

2. Effective Date

This Amendment no. 7 shall be effective as of the date first written above.

3. No Defaults; Full Force and Effect

The parties hereby confirm to one another that neither party is in default to the other in the performance of any of
the obligations owed by either of them to the other. The Agreement, as amended by this Amendment no. 7, shall
continue in full force and effect.

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Amendment
no. 7 as of the date first above written.

          LATITUDE LICENSING CORP.                   I.C. ISAACS & COMPANY L.P.

                                                     By: I.C. Isaacs & Company, Inc., its
                                                     General Partner
          By:
                    ----------------------------
          Name:
                    ----------------------------
          Title:                                     By:
                    ----------------------------        -----------------------------------------
                                                        Peter J. Rizzo, Chief Executive Officer




                                                     Consent

Textile Investment International S.A. ("Textile") hereby agrees that
(i) any part or all of any Quarterly Payment Amount (as such term is defined in the Note referred to in Section
5.5(c) of the foregoing amendment) that shall become due, and that Licensee shall be permitted to pay to Textile,
pursuant to the provisions of said Note, may be paid to the Licensor pursuant to Section 5.5(c) of the foregoing
amendment; (ii) the failure to make any such payment to Textile shall not constitute a default under said Note; and
(iii) the amount of such payment shall become a Subsequent Deferred Quarterly Payment (as such term is defined
in said Note) to be paid by the Licensee in accordance with the provisions of paragraph 2(d)(iii) of said Note.

Dated December 16, 2004

                            TEXTILE INVESTMENT INTERNATIONAL S.A.,
                                      a Luxembourg corporation

                                                     By:
                                        Rene Faltz, Managing Director

                                                     By:
                                        Tom Felgen, Managing Director
Exhibit 10.124

                                             AMENDMENT NO. 9

 TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT FOR WOMEN'S
                             COLLECTIONS

This amendment no. 9, dated December 16, 2004, is to the Trademark License and Technical Assistance
Agreement for Women's Collections dated March 4, 1998 (the "Agreement") by and between Latitude Licensing
Corp. ("Licensor") and I.C. Isaacs & Company L.P. ("Licensee" who together with Licensor, are hereinafter
referred to as the "Parties"). Capitalized terms used herein have the meaning ascribed to them in the Agreement
unless otherwise indicated.

WHEREAS, pursuant to conversations that Licensee's management had with Licensor's management regarding
the deferral of a portion of the Minimum Royalties payable under the Agreement in Calendar Year 2004 (the
"2004 Minimum Royalties") in order to enable the Licensee to finance the lease and build-out of Licensee's new
office and showroom in New York City, Licensee, commencing in March, 2004, has paid monthly Minimum
Royalties to Licensor which, if continued through the end of 2004, would amount in the aggregate, to $750,000,
and not $1,500,000, as required by the Agreement; and

WHEREAS, the Parties desire to make provision for Licensee's payment of the unpaid portion of those Minimum
Royalties, and to amend the Agreement to the extent set forth herein,

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree to amend the Agreement as follows:

2. Section 4 - Royalties

Section 4.5 of the Agreement is hereby amended by adding the following to the end thereof:

"Anything elsewhere contained in this Section 4.5 to the contrary notwithstanding:

(a) the 2004 Minimum Royalties shall be paid, as follows:

(i) the sum of $750,000 shall be paid in ten installments, each in the amount of $75,000, on the first day of each
month commencing in March 2004 and continuing to and including December 2004; and

(ii) subject to the provisions of Section 4.5 (c) hereof, the sum of $750,000 shall be paid in equal installments on
the first day of each month during the 18 month period commencing in July 2005;

(b) subject to the provisions of Section 4.5 (c) hereof, the aggregate amount of the actual Royalties in excess of
the 2004 Minimum Royalties shall be paid in equal installments on the first day of each month during the 18 month
period commencing in July 2005; and

(c) if, at any time prior to the date when Licensee's obligations under Sections 4.5(a)(ii) and (b) hereof shall be
paid in full, the Licensee shall be entitled, pursuant to the provisions of the agreement that shall be in effect
between Licensee and the provider of its revolving credit facility during calendar years 2005 and 2006, to pay
any Quarterly Payment Amount (as such term is defined in the amended and restated subordinated secured
promissory note dated May 21, 2002 made by Licensee and delivered to Textile Investment International S.A.
(the "Note")):

(i) Licensee, in lieu of paying such Quarterly Payment Amount under the Note, shall pay to Licensor all of such
amount, or any portion of such amount that shall not be paid to Licensor pursuant to Amendment no. 7 of even
date herewith to the Trademark License and Technical Assistance Agreement dated the 1st day of November
1997 between Licensor and Licensee;

                                                        and
(ii) each such amount so paid shall be credited against and reduce the aggregate unpaid amount of Licensee's
obligations under Sections 4.5(a)(ii) and (b) hereof;

(iii) any amount paid or payable by Licensee pursuant to the provisions of this Section 4.5 (c) shall be in addition
to, and not in substitution of, Licensee's obligations pursuant to Sections 4.5(a)(ii) and
(b) hereof."

2. Effective Date

This Amendment no. 9 shall be effective as of the date first written above.

3. No defaults; Full Force and Effect

The parties hereby confirm to one another that neither party is in default to the other in the performance of any of
the obligations owed by either of them to the other. The Agreement, as amended by this Amendment no. 9, shall
continue in full force and effect.

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Amendment
no. 9 as of the date first above written.

          LATITUDE LICENSING CORP.                    I.C. ISAACS & COMPANY L.P.

                                                      By: I.C. Isaacs & Company, Inc., its
                                                      General Partner
          By:
                    ----------------------------
          Name:
                    ----------------------------
          Title:                                      By:
                    ----------------------------            ---------------------------------------
                                                            Peter J. Rizzo, Chief Executive Officer




Consent

Textile Investment International S.A. ("Textile") hereby agrees that
(i) any part or all of any Quarterly Payment Amount (as such term is defined in the Note referred to in Section
4.5(c) of the foregoing amendment) that shall become due, and that Licensee shall be permitted to pay to Textile,
pursuant to the provisions of said Note, may be paid to the Licensor pursuant to Section 4.5(c) of the foregoing
amendment; (ii) the failure to make any such payment to Textile shall not constitute a default under said Note; and
(iii) the amount of such payment shall become a Subsequent Deferred Quarterly Payment (as such term is defined
in said Note) to be paid by the Licensee in accordance with the provisions of paragraph 2(d)(iii) of said Note.

Dated December 16, 2004

                            TEXTILE INVESTMENT INTERNATIONAL S.A.,
                                      a Luxembourg corporation

                                                     By:
                                        Rene Faltz, Managing Director

                                                     By:
                                        Tom Felgen, Managing Director
Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders I.C. Isaacs & Company, Inc.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-63871,
333-46916 and 333-117735), as amended, and in the I.C. Isaacs & Company, Inc. 2005 Annual Report to
Shareholders, of our reports dated February 23, 2005, relating to the consolidated financial statements, and
schedule, which appears in this Annual Report on Form 10-K.

                                            BDO Seidman, LLP

Bethesda, Maryland
March 30, 2005

                                                    F-23
Exhibit 31.1

Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter J. Rizzo, certify that:

1. I have reviewed this annual report on Form 10-K of I.C. Isaacs & Company, Inc. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Registrant as of,
and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and
have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the fiscal quarter ended December 31, 2004) that has materially
affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and
report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the Registrant's internal controls over financial reporting.

               Dated: March 30, 2005                     /s/ Peter J. Rizzo
                                                         --------------------------------------
                                                         Peter J. Rizzo, Chief Executive Officer
Exhibit 31.2

Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Eugene C. Wielepski, certify that:

1. I have reviewed this annual report on Form 10-K of I.C. Isaacs & Company, Inc. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Registrant as of,
and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and
have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the fiscal quarter ended December 31, 2004) that has materially
affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and
report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the Registrant's internal controls over financial reporting.

               Dated:   March 30, 2005             /s/ Eugene C. Wielepski
                                                   --------------------------------------------
                                                   Eugene C. Wielepski, Chief Financial Officer
Exhibit 32.1

Certification Pursuant to
Section 1350 of chapter 63 of Title 18 of the United States Code

Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United
States Code, in his capacity as an officer of I.C. Isaacs & Company, Inc. ("Isaacs"), that, to his knowledge, the
Annual Report of Isaacs on Form 10-K for the year ended December 31, 2004, fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and results of operation of Isaacs.

          Dated:   March 30, 2005

                                                    /s/ Peter J. Rizzo
                                                    --------------------------------------------
                                                    Peter J. Rizzo, Chief Executive Officer

                                                    /s/ Eugene C. Wielepski
                                                    --------------------------------------------
                                                    Eugene C. Wielepski, Chief Financial Officer